exhibit10_3.htm


    Exhibit
10.3

    


    


    AMEREN
CORPORATION

    DEFERRED
COMPENSATION PLAN

    FOR
MEMBERS OF THE BOARD OF DIRECTORS

    2009
Document

    


    WHEREAS, Ameren Corporation (“Ameren”)
previously established the Ameren Corporation Deferred Compensation Plan for
Members of the Board of Directors (“Plan”); and

    


    WHEREAS, effective January 1, 2009,
Ameren desires to amend and restate the Plan to allow the deferral of certain
compensation awards and make certain other changes;

    


    NOW, THEREFORE, effective January 1,
2009, the Plan is amended and restated as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    



    
      
         

        
          	 
	
                  AMEREN CORPORATION

                   

                
	
                   DEFERRED
      COMPENSATION PLAN FOR MEMBERS

                   

                
	
                   OF THE BOARD OF DIRECTORS

                   

                
	
                   2009 Document 

                
	 


        

        
 

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
       

       

      AMEREN
CORPORATION

       

      DEFERRED COMPENSATION PLAN FOR
MEMBERS

       

      OF THE BOARD OF
DIRECTORS

    

     

    2009 DOCUMENT 

    
      
        

      



    
      	
              1.  

            	
              PURPOSE

            


    

    


    The
purpose of the Ameren Corporation Deferred Compensation Plan for Members of the
Board of Directors (“Plan”) is to provide members of the Board of Directors of
Ameren Corporation (“Ameren”) with the opportunity to accumulate capital and
postpone the income taxes thereon by deferring the receipt of up to 100 percent
of their Director’s Retainer Fee, Meeting Stipends, and Ameren common stock
awarded pursuant to the Ameren Corporation 2006 Omnibus Incentive Compensation
Plan.  Participation in the Plan is voluntary.  The Plan is
administered by Ameren Services Company (“the Company”).

    


    
      	
              2.  

            	
              DEFINITIONS

            


    

    


    Certain
words and phrases are defined when first used in later paragraphs of the
Plan.  In addition, the following words and phrases when used herein,
unless the context clearly requires otherwise, shall have the following
respective meanings:

    


    
      	
              A.  

            	
              Common Stock
      Award:  Shares of Ameren common stock awarded to a
      Participant pursuant to the provisions of the Ameren Corporation 2006
      Omnibus Incentive Compensation Plan in the Participant’s capacity as a
      member of the Board of Directors of
Ameren.

            


    

    


    
      	
              B.  

            	
              Deferral
      Account:  Book entries reflecting each Participant’s
      Deferred Amounts and Earnings credited thereon pursuant to the provisions
      of Section 6.  A separate Deferral Account shall be maintained
      for each Deferral Commitment commenced
  hereunder.

            


    

    


    
      	
              C.  

            	
              Deferral
      Commitment:  The sum of Director Retainer Fee, Meeting
      Stipend and/or Common Stock Award deferrals to which the Participant
      obligates himself pursuant to the provisions of Section
  4.

            


    

    


    
      	
              D.  

            	
              Deferred
      Amount:  The amount of Director’s Retainer Fees, Meeting
      Stipends and Common Stock Awards which a Participant elects to defer
      pursuant to the provisions of the
Plan.

            


    

    


    
      	
              E.  

            	
              Director's Retainer
      Fee:  The monthly fee paid to a Participant in his
      capacity as a member of the Board of Directors of Ameren or a committee
      thereof (including for service as lead director or committee chairperson),
      exclusive of any other amounts paid by
Ameren.

            


    

     

     

    
      
        
        

      

      
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              F.  

            	
              Earnings:  In
      the case of Deferred Amounts attributable to a Common Stock Award, the
      amount of the increase or diminution in value in such Deferred Amounts
      determined pursuant to Section 7 based on the performance of Ameren common
      stock.  In the case of all other Deferred Amounts, the amount of
      Interest which shall be credited to a Participant’s Deferred Amounts as
      determined pursuant to Section 7.

            


    

    


    
      	
              G.  

            	
              Effective
      Date:  August 1,
1986.

            


    

    


    
      	
              H.  

            	
              Meeting
      Stipend:  The amount paid to the Director for attending
      Board and Board committee meetings, as well as any other amounts paid to
      the Director for his or her service as a Director other than Common Stock
      Awards and Director’s Retainer
Fees.

            


    

    


    
      	
              I.  

            	
              Participant:  Any
      member of the Board of Directors of Ameren who elects or has elected to
      defer a portion of his Director’s Retainer Fee, Meeting Stipend and/or
      Common Stock Award pursuant to the provisions of the Plan, and for whom
      the Company maintains one or more Deferral Accounts pursuant to the
      provisions of the Plan.

            


    

    


    Effective
January 1, 1998, upon termination of the CIPS and CIPSCO Director’s Deferred
Compensation Plans and the Director’s Retirement Plans, a board member whose
balance was transferred from these terminated plans into this Ameren Corporation
Deferred Compensation Plan for Members of the Board of Directors immediately
became a participant in the Plan on such transfer date.

    


    
      	
              J.  

            	
              Plan:  The
      Ameren Corporation Deferred Compensation Plan for Members of the Board of
      Directors, as revised and restated.

            


    

    


    
      	
              K.  

            	
              Plan
      Year:  The 12-month period commencing January 1 and
      ending on December 31, except in the case of the 1986 Plan Year in
      which case the 5-month period commencing August 1, 1986 and ending on
      December 31, 1986.

            


    

    


    
      	
              L.  

            	
              Retirement:  Ceasing
      to be a member of the Board of Directors of Ameren for any reason after
      attainment of at least age 55.

            


    

    


     

    
      	
              3.  

            	
              ELIGIBILITY

            


    

     

    Members
of the Board of Directors of Ameren who are receiving a Director’s Retainer Fee,
Meeting Stipend and/or Common Stock Award from Ameren shall be eligible to
participate in the Plan.  Any individual who is eligible to
participate in the Plan may become a Participant by commencing a Deferral
Commitment.

     

     

    
      
        
        

      

      
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              4.  

            	
              COMMENCING A DEFERRAL
      COMMITMENT

            


    

    


    A.           Maximum
Deferrals:

    


    A
Participant may commence a Deferral Commitment by making an election to defer up
to 100% of his Director’s Retainer Fee, his Meeting Stipend and/or his Common
Stock Award in the manner set forth in Section 5.

    


    B.           Irrevocability of Deferral
Commitment:

    


    During a
Plan Year, a Deferral Commitment shall be irrevocable, and the deferral
percentage elected by the Participant thereunder shall not be increased or
decreased.

    


    C.           Term of Deferral
Commitment:

    


    The term
of a Deferral Commitment shall be the Plan Year.

    


    D.           Crediting of Deferred
Amounts:

    


    The
Participant’s Deferred Amounts shall be credited to his Deferral Account by no
later than the end of the month in which such amounts would, but for such
deferral, be payable to the Participant.

    


    
      	
              5.  

            	
              TERMS OF DEFERRAL
      ELECTION

            


    

    


    A written
or electronic deferral election for a Plan Year shall indicate the percentage or
amount of the Director’s Retainer Fee, Meeting Stipend, and/or Common Stock
Award which the Participant is electing to defer under the Plan and the method
of distribution of such amounts, as permitted under Section 8.  Such
election shall be made by the Participant with the Company by no later than the
last date specified by the Company for such filing, which shall not be later
than the December 31 preceding the first day of the Plan Year for which the
Director’s Retainer Fee, Meeting Stipend or Common Stock Award is
earned.  Such election shall be effective on the first day of the next
Plan Year.  In the case of a Participant who becomes eligible during a
Plan Year, an election to defer the Director’s Retainer Fee and Meeting Stipend
(but not the Common Stock Award) may be made within 30 days after the date he or
she becomes eligible to participate in the Plan (and any other “plan” (as
defined in Treasury Regulations promulgated under Code Section 409A) of deferred
compensation) with respect to services to be performed subsequent to the
election, which shall be irrevocable during such initial year of
participation.  Such election shall be effective no earlier than the
first day of the month following the date he or she becomes a member of the
Board of Directors of Ameren.

    


    
      	
              6.  

            	
              PARTICIPANT DEFERRAL
      ACCOUNT

            


    

    


    There
shall be established a Deferral Account in the name of each Participant who
elects to defer his Director’s Retainer Fee, Meeting Stipend and/or Common Stock
Award by commencing a Deferral Commitment under the provisions of the Plan. A
separate Deferral Account will be maintained for each Deferral Commitment
commenced by each Participant 

     

     

    
      
        
        

      

      
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    with
respect to the Director’s Retainer Fee, Meeting Stipend and Common Stock Award
related to that Deferral Commitment.  The Deferral Account shall
reflect the value of the Participant’s Deferred Amounts plus Earnings credited
thereon with respect to the specific Deferral Commitment in the manner set forth
in Section 7.  All Deferral Amounts and Earnings related to deferrals
of a Participant’s Common Stock Award shall be converted into Stock Units in the
manner set forth in Section 7.  The records for each Deferral Account
maintained for the Participant shall be available for inspection by the
Participant at reasonable times, and the Company shall make available to the
Participant a statement indicating the aggregate amount credited to each of the
Participant’s Deferral Accounts and the value of each such Deferral
Account.

    


    
      	
              7.  

            	
              EARNINGS ON DEFERRED
      AMOUNTS AND MANNER OF
DISTRIBUTION

            


    

    


    A.           Earnings:

    


    
      	
              1.  

            	
              With
      respect to the deferrals attributable to a Participant’s Director Retainer
      Fee and/or Meeting Stipend, interest calculated at the rate or rates
      described below shall accrue from the date deferrals are credited to the
      Participant’s Deferral Account and shall be compounded annually and
      credited to the Participant’s Deferral Account as of the last business day
      of each Plan Year (or as of such other dates as determined by the Company)
      for which the Participant has a Deferral Account balance.  While
      the Participant is a member of the Board of Directors of Ameren, the
      Participant’s Deferral Account balance attributable to a Participant’s
      Director Retainer Fee and/or Meeting Stipend shall accrue Earnings at the
      “Plan Interest Rate.”  After Retirement from the Board of
      Directors or following the death of the Participant, the Participant’s
      Deferral Account balance attributable to a Participant’s Director Retainer
      Fee and/or Meeting Stipend shall accrue Earnings at the “Base Interest
      Rate.”

            


    

    


    For this
purpose, Earnings rates are calculated annually as of the first day of the Plan
Year.  The “Plan Interest Rate” for any Plan Year shall be 150 percent
of the average Mergent’s Seasoned AAA Corporate Bond Yield Index (“Mergent’s
Index”, formerly called “Moody’s Index”) for the previous calendar
year.

    


    The “Base
Interest Rate” for any Plan Year shall be equal to the average Mergent’s Index
for the previous calendar year.

    


    
      	
              2.  

            	
              All
      deferrals of Common Stock Awards shall be converted to Stock
      Units.  For purposes of this Plan, the term “Stock Unit” shall
      mean a book entry in a Participant’s Deferral Account representing each
      share of Ameren common stock awarded to the Participant under the Ameren
      Corporation 2006 Omnibus Incentive Compensation Plan and deferred pursuant
      to this Plan.  At no time shall Stock Units be considered actual
      shares of Ameren common stock and Participants shall have no rights as an
      Ameren shareholder with respect to any Stock Units until shares of Ameren
      common stock are delivered in accordance with this Plan; provided that
      Participants shall have the right to receive dividend equivalents as
      provided below.

            


    

     

    
 

    
      
        
        

      

      
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    As of
each dividend payment date, dividend equivalents on Stock Units shall be
converted to additional Stock Units on the dividend payment date in accordance
with Article 14 of the Ameren Corporation 2006 Omnibus Incentive Compensation
Plan.  The price used for converting dividend equivalents to
additional Stock Units shall be the same as the price used for determining the
number of additional shares purchased as of such dividend payment date under the
Ameren Corporation Dividend Reinvestment and Stock Purchase Plan.  In
the event of any corporate event or transaction described in Section 4.4 of the
Ameren Corporation 2006 Omnibus Incentive Compensation Plan, appropriate
adjustments shall be made to the number of Stock Units credited to a Participant
in accordance with such Section 4.4.

    


    B.           Manner of
Distribution:

    


    All
payments under Sections 8 through 12 relating to deferrals of a Director’s
Retainer Fee and/or Meeting Stipend shall be made in cash.  All
payments under Sections 8 through 12 relating to deferrals of a Director’s
Common Stock Award shall be made in the form of one share of Ameren common stock
for each Stock Unit or fraction thereof.  Each such share of Ameren
common stock shall be distributed subject to the terms of and pursuant to the
Ameren Corporation 2006 Omnibus Incentive Compensation Plan and any related
award agreement issued thereunder.

     

    
      	
              8.  

            	
              DISTRIBUTION AT
      RETIREMENT

            




    
    

    Upon
Retirement, the balance of each of a Participant’s Deferral Accounts shall be
distributed to the Participant, each according to the pay-out method selected by
the Participant, beginning no later than the first day of the first month
following the month in which the Participant’s Retirement occurs.  In
the event the balances of one or more of the Participant’s Deferral Accounts are
to be distributed as a single lump sum, such distribution shall take place no
later than the first day of the first month following the month in which the
Participant’s Retirement occurs.

    


    A.           Distribution
Alternatives:

    


    At the
time that a Participant makes an election to defer under the Plan, the
Participant shall select a method for the distribution of the balance of that
Deferral Account at Retirement by choosing one of the following alternative
methods of distribution:

    


    


    
      	
              1.        
      

            	
              The
      balance of Participant’s Deferral Account to be distributed in a single
      lump sum.

            
	 
      	 
      
	
              2.

            	
              The
      balance of the Participant’s Deferral Account to be distributed in
      substantially equal installments over a period of 5 years commencing at
      Retirement.

            
	 
      	 
      
	
              3.

            	
              The
      balance of the Participant’s Deferral Account to be distributed in
      substantially equal installments over a period of 10 years commencing at
      Retirement.

            
	 
      	 
      
	
              4.

            	
              The
      balance of the Participant’s Deferral Account to be distributed in
      substantially equal installments over a period of 15 years commencing at
      Retirement.

            


    

     

     

    
      
        
        

      

      
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    (Methods
2 through 4 shall be payable in annual installments or, in the case of deferrals
of a Director’s Retainer Fee and/or Meeting Stipend, monthly installments if
elected by the Participant.)

     

    
      	
              B.

            	
              Subsequent Election
      Changes:

            


    

     

    
      	
               
      

            	
              In
      accordance with the procedures established by the Company, a Participant
      may elect to change his method of distribution with respect to Deferral
      Commitments related to years prior to 2009, with respect to amounts not
      otherwise payable in 2008, if such an election is made no later than
      December 31, 2008.

            


    

    


    
      	
               
      

            	
              On
      and after January 1, 2009, a Participant may elect to change his method of
      distribution with respect to one or more Deferral Accounts in accordance
      with rules established by the Company.  If a Participant makes
      such election, then (a) such election shall not take effect until at least
      12 months after the date on which such election is made, and submitted to
      the Company; (b) the first payment with respect to which such election is
      made shall be deferred for a period of not less than 5 years from the date
      such payment would otherwise have been made; (c) any election related to a
      payment that was otherwise to be made at a specified time may not be made
      less than 12 months prior to the date of the first scheduled payment; and
      (d) with respect to a change in payment form, such change may not
      impermissibly accelerate the time or schedule of any payment under the
      Plan, except as provided in regulations promulgated by the Secretary of
      Treasury.

            


    

     

    
      	
              9.

            	
              TERMINATION PRIOR TO
      BECOMING ELIGIBLE FOR
RETIREMENT

            


    

     

    
      	
              A.  

            	
              General:

            


    

    


    Except as
described in Paragraph B below, in the event that a Participant ceases to be a
member of the Board of Directors after completing one or more Deferral
Commitments but prior to becoming eligible for Retirement, the balance of the
Participant’s corresponding Deferral Account(s) shall be distributed in a single
sum to the Participant no later than 30 days after the date the Participant
ceases to be a member of the Board of Directors.

    


    
      	
              B.  

            	
              Change of
      Control:

            


    

    


    In the
event that a Participant ceases to be a member of the Board of Directors after
completing one or more Deferral Commitments but prior to becoming eligible for
Retirement and after the occurrence of a Change of Control, the balance of the
Participant’s Deferral Account(s), including Earnings (with any interest
calculated at the Plan Interest Rate) shall be distributed in a single sum to
the Participant no later than 30 days after the date the Participant ceases to
be a member of the Board of Directors.  In the event that Ameren
ceases to exist or is no longer publicly traded on the New York Stock Exchange
or the NASDAQ Stock Market upon the occurrence of the Change of Control, any
Stock Units shall be converted to a cash value upon such Change of Control and
thereafter shall be credited with interest at the Plan Interest Rate until
distributed.  The value of each Stock Unit shall equal the value of
one share of Ameren common stock based on the closing price on the New York
Stock Exchange or NASDAQ Stock Market on the last trading date prior to the


     

    
      
        
        

      

      
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    to the Change
of Control.  For the purposes of this paragraph, Change of Control
shall have the same meaning that it has in the Amended and Restated Ameren
Corporation Change of Control Severance Plan.

     

    
      	
              10.  

            	
              TOTAL DISABILITY OF
      PARTICIPANT

            


    

    


    In the
event that it is determined by a duly licensed physician selected by the Company
that, because of ill health, accident or other disability, a Participant is no
longer able, properly and satisfactorily, to perform his regular duties and
responsibilities as a member of the Board of Directors, the Company shall
commence distribution of the Participant’s Deferral Account(s) according to the
method(s) of distribution selected by the Participant pursuant to Section 8 no
later than the tenth day of the first month following the date of the
physician’s disability determination, but only if the Participant is disabled
within the meaning of Code Section 409A(a)(2)(C).

    


    
      	
              11.  

            	
              DEATH OF
      PARTICIPANT

            


    

    


    A.           Prior to
Retirement

    


    
      	
               
      

            	
              In
      the event of the Participant’s death prior to his Retirement, the Company
      shall commence distribution of the Participant’s Deferral Account(s) to
      the Participant’s designated beneficiary(ies) according to the method(s)
      selected by the Participant pursuant to Section 8 as soon as
      administratively feasible but no later than 30 days after the month in
      which the Participant’s death
occurs.

            


    

    


    
      	
              B.  

            	
              After
      Retirement

            


    

    


    
      	
               
      

            	
              In
      the event of the Participant’s death after Retirement, the Company shall
      continue to make distributions over the remainder of the period(s) that
      would have been applicable to the Participant had he survived except that
      such continuing distributions shall be made to the Participant’s
      designated beneficiary(ies).

            


    

    


    
      	
              12.  

            	
              HARDSHIP
      DISTRIBUTIONS

            


    

    


    In the
event that a Participant (or in the case of the Participant’s death, his
beneficiary) suffers a Financial Hardship, the Company may, if it deems
advisable in its sole and absolute discretion, distribute on behalf of the
Participant or his beneficiary, any portion of the Participant’s Deferral
Account(s), but in no event more than the amount reasonably necessary to relieve
the Financial Hardship upon which the request is based, plus the federal and
state taxes due on the withdrawal, as determined by the Company.  Any
such hardship distribution shall be made at such times as the Company shall
determine, and the Participant’s Deferral Account(s) shall be reduced by the
amount so distributed and/or utilized.  Financial Hardship means a
severe financial hardship to a Participant resulting from an illness or accident
of the Participant, his or her spouse or a dependent (as defined in Code Section
152(a)) of the Participant, loss of the Participant’s property due to casualty,
or other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the Participant.

     

     

    
      
        
        

      

      
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              13.  

            	
              DESIGNATION OF
      BENEFICIARY

            


    

    


    The
Participant shall designate in writing, on a form to be furnished by the
Company, one or more primary and/or secondary beneficiaries who shall receive
distributions otherwise payable to the Participant or as otherwise authorized by
the Plan, and such beneficiary designation shall be controlling with respect to
all Deferral Accounts such Participant may have pursuant to the provisions of
the Plan.  The Participant’s spouse, if any, must consent in writing
to the designation of a primary beneficiary(ies) other than such spouse as the
sole primary beneficiary.  Subject to the requirement of the preceding
sentence, the Participant shall have the right, at any time and for any reason,
to submit a revised designation of beneficiary.  Such revised
designation of beneficiary shall become effective provided it is delivered to
the Company prior to the death of such Participant, and it shall supersede all
prior designations of beneficiary submitted by the Participant.  A
beneficiary may be a natural person or an entity (such as a trust or a
charitable organization).

    


    If no
designation of beneficiary has been received by the Company from the Participant
prior to his death, or if the beneficiary(ies) designated by the Participant has
not survived the Participant or cannot otherwise be located by the Company
within a reasonable period of time, distributions shall be made to the person or
persons in the first of the following classes of successive
preference:

    


    
      	
              1.

            	
              The
      Participant’s lawful spouse.

            
	 
      
	
              2.

            	
              The
      Participant’s surviving children, equally.

            
	 
      
	
              3.

            	
              The
      Participant’s surviving parents, equally.

            
	 
      
	
              4.

            	
              The
      Participant’s surviving brothers and sisters, equally.

            
	 
      
	
              5.

            	
              The
      Participant’s personal representative(s), executor(s) or
      administrator(s).

            


    

    


    If the
Participant’s beneficiary is in payment status and subsequently dies prior to
receiving his/her final payment under the Plan, all remaining payments (except
for any applicable survivor benefit payments as outlined in Section 13) will be
made to the Participant’s secondary beneficiary, as elected prior to the
Participant’s death.  If no secondary beneficiary designation was
received by the Company from the Participant prior to his death, or if the
secondary beneficiary(ies) designated by the Participant is no longer living or
cannot otherwise be located by the Company within a reasonable period of time,
all remaining distributions shall be determined in the order outlined in the
preceding paragraph.

    


    
      	
              14.  

            	
              PAYMENTS TO MINORS OR
      INCOMPETENTS

            


    

    


    Whenever,
in the Company’s opinion, a person entitled to receive any payment under the
Plan is a minor, is under a legal or other disability or is so incapacitated as
to be unable to manage his financial affairs, a distribution may be made to such
person or to his legal representative or to a relative or friend of such person
for his benefit, or for the benefit of such person in whatever manner the
Company considers advisable.  Any payment of a 

     

    
      
        
        

      

      
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    benefit
in accordance with the provisions of this Section shall be a complete discharge
of any liability for the making of such payment under the provisions of the
Plan.

     

    
      	
              15.  

            	
              ADMINISTRATION

            


    

    


    Except as
specified otherwise in the Plan, the Company shall have full power and
discretion to administer, construe and interpret the Plan.  Any
authorized action or decision under the provisions of the Plan undertaken by the
Company arising out of, or in connection with the administration, construction,
interpretation or effect of the Plan, or recommendations in accordance
therewith, or any rules and regulations adopted by the Company shall be
conclusive and binding on all Participants and their beneficiaries and all other
persons whosoever.

    


    
      	
              16.  

            	
              MISCELLANEOUS

            


    

    


    
      	
              A.  

            	
              Right of
      Setoff:  If, at such time as the Participant becomes
      entitled to distributions hereunder, the Participant has any debt,
      obligation or other liability representing an amount owing to Ameren or
      any of its subsidiaries, and if such debt, obligation, or other liability
      is due and owing at the time that distributions are payable hereunder,
      Ameren Services may offset the amount owing it against the amount
      otherwise distributable hereunder; provided, however, that effective
      January 1, 2008, the amount of the offset may not exceed $5,000 during any
      calendar year and the offset must be made at the same time and in the same
      amount as the debt, obligation or other liability would have been due and
      collected from the Participant.

            


    

    


    
      	
              B.  

            	
              No Trust
      Created:  The arrangements hereunder are unfunded for tax
      purposes and for the purposes of ERISA, Title I.  Nothing
      contained in the Plan, and no action taken pursuant to its provisions
      shall create, or be construed to create, a trust, escrow of any kind, or a
      fiduciary relationship between Ameren and the Participant, his designated
      beneficiary(ies), other beneficiaries of the Participant or any other
      person.

            


    

    


    
      	
              C.  

            	
              Unsecured General
      Creditor Status:  Distributions to the Participant or his
      designated beneficiary(ies) or any other beneficiary(ies) hereunder shall
      be made from assets which prior to distribution shall continue, for all
      purposes, to be a part of the general corporate assets and no person
      (including Participants) shall have any interest in such assets, including
      without limitation the proceeds of life or other insurance policies, by
      virtue of the provisions of the Plan.  To the extent that any
      person, including the Participant, acquires a right to receive
      distributions under the provisions hereof, such right shall be no greater
      than the right of any unsecured general creditor of Ameren and the
      obligation to pay constitutes a mere promise of Ameren to make payments in
      the future.

            


    

    


    
      	
              D.  

            	
              Recovery of
      Costs:  In the event that, in its discretion, Ameren
      purchases an insurance policy or policies insuring the life of a
      Participant or any other property to allow Ameren to recover the costs of
      providing deferred compensation in whole or in part, hereunder, neither
      the Participant, his beneficiary(ies) nor any other person or persons
      shall have any rights therein whatsoever.  Ameren shall be the
      sole owner and beneficiary of any such insurance policy and shall possess
      and may exercise all incidents of ownership
  therein.

            


    

     

     

    
      
        
        

      

      
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              E.  

            	
              Protective
      Provisions:  A Participant shall cooperate with the
      Company by providing all information requested, including a medical
      history.  In connection therewith, the Company reserves the
      right to require that the Participant submit to a physical examination if
      such examination is deemed to be necessary or appropriate.  The
      costs of all such physical examinations will be paid by the
      Company.  If the Participant refuses to cooperate with the
      Company, the Company shall have no further obligation to the Participant
      under the provisions of the Plan.  If the Participant makes any
      material misstatement of information or non-disclosure of medical history,
      then no benefits shall be payable to the Participant or beneficiary(ies)
      over and above his actual
deferrals.

            


    

    


    
      	
              F.  

            	
              No Contract of
      Services:  Nothing contained herein shall be construed to
      confer upon the Participant the right to continue to serve on the Board of
      Directors of Ameren in his present capacity, or in any capacity for any
      term of years.  It is expressly understood that the Plan relates
      to the payment of deferred compensation for the Participant’s director
      services normally distributable after termination of such services, and
      the Plan is not in any way intended to be a contract for the Participant’s
      services.

            


    

    


    
      	
              G.  

            	
              Spendthrift
      Provisions:  Neither the Participant, his
      beneficiary(ies), nor any other person or persons shall have any power or
      right to sell, alienate, attach, garnish, transfer, assign, anticipate,
      pledge or otherwise encumber any part or all of a Deferral Account
      maintained or distributable hereunder.  No amounts hereunder
      shall be subject to seizure by any creditor of the Participant or a
      beneficiary, beneficiary(ies) or any other person or persons by a
      proceeding at law or in equity, nor shall such amounts be transferable by
      operation of law in the event of divorce, legal separation, bankruptcy,
      insolvency or death of the Participant, his beneficiary(ies), or any other
      person or persons.  Any such attempted assignment or transfer
      shall be null and void.

            


    

    


    
      	
              H.  

            	
              Suspension,
      Termination and Amendment:  The Board of Directors of
      Ameren Corporation shall have the power to suspend contributions to the
      Plan or terminate the Plan in whole or in part at any time, and from
      time-to-time to extend, modify, amend or revise the Plan in such respects
      as the Board of Directors by resolution may deem advisable, provided that
      (1) no such extension, modification, amendment or revision shall deprive a
      Participant, or any beneficiary(ies) thereof, of any part or all of the
      Participant’s Deferral Account and (2) no attempt to suspend contributions
      to the Plan or terminate the Plan shall be effective unless such
      suspension or termination complies with the restrictions and requirements
      applicable under Code Section 409A and the regulations promulgated
      thereunder in effect at the time of such suspension or
      termination.  Subject to the foregoing, this Plan document
      supersedes all previous similar Plan
documents.

            


    

    


    
      	
              I.  

            	
              Conflicts:  Any
      conflict in the language or terms or interpretation of the language or
      terms of the Plan between this Plan document and any other document (other
      than the Ameren Corporation 2006 Omnibus Incentive Compensation Plan or
      any award agreement issued thereunder) which purports to describe the
      rights, benefits, duties or obligations of any Participant, Ameren or any
      other person or entity shall be 

            


    

     

     

    
      
        
        

      

      
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    resolved in
favor of this Plan document.  Any conflict in the language or terms or
interpretation of the language or terms of the Plan between this Plan document
and the Ameren Corporation 2006 Omnibus Incentive Compensation Plan or any award
agreement issued thereunder which purports to describe the rights, benefits,
duties or obligations of any Participant, Ameren or any other person or entity
shall be resolved in favor of the Ameren Corporation 2006 Omnibus Incentive
Compensation Plan document or any award agreement issued thereunder.

     

    
      	
              J.  

            	
              Validity:  In
      the event any provision of the Plan is held invalid, void, or
      unenforceable, the same shall not affect, in any respect whatsoever, the
      validity of any other provision of the
Plan.

            


    

    


    
      	
              K.  

            	
              Captions:  The
      captions of the articles and sections of the Plan are for convenience only
      and shall not control nor affect the meaning or construction of any of its
      provision.

            


    

    


    
      	
              L.  

            	
              Gender and
      Plurals:  Wherever used in the Plan, words in the
      masculine gender shall include masculine or feminine gender, and unless
      the context otherwise requires, words in the singular shall include the
      plural, and words in the plural shall include the
  singular.

            


    

    


    
      	
              M.  

            	
              Notice:  Any
      election, beneficiary designation, notice, consent or demand required or
      permitted to be given under the provisions of the Plan shall be in writing
      and shall be signed by the Participant.  If such election,
      beneficiary designation, notice, consent or demand is mailed by a
      Participant, it shall be sent by United States Certified Mail, postage
      prepaid, and addressed to the Chief Human Resources Officer, Ameren
      Corporation, P. O. Box 66149, St. Louis,
      Missouri  63166-6149.  The date of such mailing shall
      be deemed to be the date of such notice, consent or
  demand.

            


    

    


    
      	
              N.  

            	
              Governing
      Law:  The Plan, and the rights of the parties hereunder,
      shall be governed by and construed in accordance with the laws of the
      State of Missouri.

            


    

    


    
      	
              O.         
        

            	
              Disputes:  Time
      shall be of the essence in determining whether any payments are due to the
      Participant or his beneficiary(ies) under the Plan.  Therefore,
      a Participant or his beneficiary(ies) may submit any claim for payment
      under the Plan or dispute regarding the interpretation of the Plan to
      arbitration.  This right to select arbitration shall be solely
      that of the Participant or his beneficiary(ies), and the Participant or
      his beneficiary(ies) may decide whether or not to arbitrate in his sole
      discretion.  The “right to select arbitration” is not mandatory
      on the Participant or his beneficiary(ies), and the Participant or
      beneficiary(ies) may choose in lieu thereof to bring an action in an
      appropriate civil court.  Once an arbitration has commenced,
      however, it may not be discontinued without the mutual consent of the
      Participant or beneficiary(ies) and the Company.  During the
      lifetime of the Participant, only the Participant can use the arbitration
      procedure set forth herein.

            


    

    


    Any claim
for arbitration may be submitted as follows:  if the Participant or
his beneficiary(ies) disagrees with the Company regarding the interpretation of
the Plan and the claim is finally denied by the Company in whole or in part,
such claim may 

     

     

    
      
        
        

      

      
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    be filed
in writing with an arbitrator of the Participant’s or his beneficiary(ies)’s
choice who is selected by the method described in the following
paragraph.

    


    The
Participant or his beneficiary(ies) shall submit to the Company a list of five
potential arbitrators.  Each of the five arbitrators so listed must be
either (1) a member of the American Arbitration Association who is also a
resident of the State of Missouri or (2) a retired Missouri Circuit Court of
Court of Appeals Court judge.  Within one week after receipt of said
list, the Company shall select one of the five arbitrators as the arbitrator for
the dispute in question and notify said arbitrator of his
selection.  If the Company fails to select an arbitrator in a timely
manner, the Participant or his  beneficiary(ies) shall then designate
one of the five arbitrators as the arbitrator for the dispute in
question.

    


    The
arbitration hearing shall be held within seven days (or as soon thereafter as
possible) after the selection of the arbitrator.  No continuance of
said hearing shall be allowed without the mutual consent of the Participant or
his beneficiary(ies) and the Company.  Absence from or
nonparticipation at the hearing by either the Participant, or his
beneficiary(ies), or the Company shall not prevent the issuance of an award by
the arbitrator.  Hearing procedures, which will expedite the hearing,
may be ordered at the arbitrator’s discretion, and the arbitrator may close the
hearing in his sole discretion when he decides he has heard sufficient evidence
to justify the issuance of an award.

    


    The
arbitration award may be enforced in any appropriate court as soon as possible
after its issuance.  For the purposes of apportioning expenses and
fees, the Company will be considered to the prevailing party in a dispute if the
arbitrator determines (1) that Ameren has not breached its obligations or duties
under the provisions of the Plan and (2) the claim of the Participant or his
beneficiary(ies) was not made in good faith.  Otherwise, the
Participant or his beneficiary(ies) will be considered to be the prevailing
party.  In the event that Ameren is the prevailing party, the fee of
the arbitrator and all necessary expenses of the hearing (excluding any
attorneys’ fees incurred by the Company) including the fees of stenographic
reporting, if employed, shall be paid by the Participant or
beneficiary(ies).  In the event that the Participant or his
beneficiary(ies) is the prevailing party, the fee of the arbitrator and all
necessary expenses of the hearing (including all attorneys’ fees incurred by the
Participant or his beneficiary(ies) in pursuing his claim), including the fees
of stenographic reporting, if employed, shall be paid by the
Company.

     

    

 

    
      
        
        

      

      
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              P.
                  

            	
              Ameren Corporation
      2006 Omnibus Incentive Compensation Plan:  References
      herein to the Ameren Corporation 2006 Omnibus Incentive Compensation Plan
      and the Amended and Restated Ameren Corporation Change of Control
      Severance Plan shall include the same as each such plan may be
      supplemented, amended or restated from time to time or any respective
      successor plan thereto.

            


    

    


    IN WITNESS WHEREOF, the foregoing
restatement was adopted on the 13th day of June, 2008.

    


    AMEREN
CORPORATION

    


    


    


    By:     /s/ Donna K.
Martin                                                  
                                                                

    


    Title:  Senior Vice President and
Chief Human Resources

             Officer

     

     

     

    


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